Filed by PepsiCo, Inc. Pursuant to Rule 425
                                                under the Securities Act of 1933
                                  and deemed filed pursuant to Rule 14a-12 under
                                             the Securities Exchange Act of 1934

                                        Subject Company: The Quaker Oats Company
                                                   Commission File No. 001-00012

                                                         Date: December 21, 2000

This filing contains certain "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are naturally subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements
contained herein include, but not limited to, statements about benefits of the
pending merger between PepsiCo and Quaker Oats and PepsiCo's and Quaker Oats'
plans, objectives, expectations and other statements that are not historical
facts. Factors that could cause actual results to differ materially from those
described herein include: the inability to obtain shareholder or regulatory
approvals; actions of the U.S., foreign and local governments; the inability to
successfully integrate the businesses of PepsiCo and Quaker Oats; costs related
to the merger; the inability to achieve cost-cutting synergies resulting from
the merger; changing consumer or marketplace trends; and the general economic
environment. Neither PepsiCo nor Quaker Oats is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events, or
otherwise.

PepsiCo and Quaker Oats will file a proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by PepsiCo free of charge by requesting them
in writing from PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577,
Attention: Secretary, or by telephone at (914) 253-2000. You may obtain
documents filed with the SEC by Quaker Oats free of charge by requesting them in
writing from The Quaker Oats Company, 321 North Clark Street, Chicago, Illinois
60610, Attention: Corporate Secretary, or by telephone at (312) 222-7111.

PepsiCo and Quaker Oats, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the
stockholders of PepsiCo and Quaker Oats in connection with the merger.
Information about the directors and executive officers of PepsiCo and their
ownership of PepsiCo shares is set forth in the proxy statement for PepsiCo's
2000 annual meeting of shareholders. Information about the directors and
executive officers of Quaker Oats and their ownership of Quaker Oats stock is
set forth in the proxy statement for Quaker's 2000 annual meeting of
stockholders. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus when
its becomes available.


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The following communication was disseminated to employees of The Quaker Oats
Company on December 21, 2000.



                             Human Resources Q&A's
                          Number 3, December 21, 2000


General Questions

Q: Will we still have casual dress?

A: Quaker continues business as usual when it comes to local practices such as
casual dress. Therefore yes, Quaker will continue its Everyday Appropriate
Dress Program.

Q: Will we still have summer hours?

A: Consistent with past practices, Quaker will continue to evaluate business
results and conditions during the first quarter and if favorable summer hours
for the coming summer will be observed.

Q: What is our communication plan for those employees with job offers in hand?

A: All offers stand as stated and we are all excited about the possibilities
for all of us as part of the PepsiCo family.

Q: Should we continue recruiting?

A: Yes, we need to continue to operate and run our businesses successfully.
During our transition time we request that you discuss all vacancies with your
Business Unit Leader and/or your Human Resources Leadership Team Member.

Compensation

Q: What does PepsiCo's compensation system look like (i.e. do they have levels,
hay points etc.)? When will we be incorporated into their system? How do their
job/position compensation programs compare (i.e. variable incentive target
structures, stock option grants)?

A: Both PepsiCo and Quaker offer strong, highly competitive compensation plans.
Careful assessment will be made as to what changes, if any, will be made to the
Quaker compensation system or if Quaker will adopt the PepsiCo programs. For
now, Quaker employees will remain on Quaker's compensation and benefits
program.

Q: When will we know how our compensation and benefits will change under the
PepsiCo system?

A: It will take time to make a careful assessment before any modifications are
made, so we do not expect to make any announcements soon.

Q: What will PepsiCo substitute for LTIP/IIP?

A: The PepsiCo and Quaker management teams will evaluate alternatives upon the
merger. The management teams intend to ask the merged companies' Board to make
PepsiCo option grants in 2001 following the merger.


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Benefits

ESOP

Q: Will my ESOP shares be converted over to PepsiCo or will we be able to
convert it into the funds with Fidelity?

A: On the merger date, shares of Quaker preferred stock held by the ESOP, will
be converted into shares of PepsiCo preferred shares, and shares of Quaker
common stock held by the ESOP will be converted into PepsiCo common shares.

Q: Will the amount of the next ESOP award be reduced?

A: The June 30, 2001 ESOP award will not be impacted by the merger or related
events and will be determined on the same basis as previous awards.

Pension

Q: Am I at risk of losing my pension benefit?

A: No. The benefits that you have earned either under the Salaried or Hourly
pension plan(s) are secure. These benefits are funded in a trust and protected
by law.

Tuition Reimbursement

Q: If I am enrolled in classes or pre-approved courses of study, may I
continue? What happens if my job is eliminated before I complete my course?
Will Quaker reimburse me?

A: If you are currently enrolled or already pre-approved, you may continue as
usual under Quaker's tuition reimbursement program. As under current practice,
If you voluntarily resign or are discharged for cause, then reimbursement is
not available. If your job is eliminated you are eligible for reimbursement
while you are receiving severance pay.

Q: What will the policy for MBA tuition reimbursement be?

A: The Quaker policy remains in effect.

Q: Will everyone who is currently pursuing his or her degree be grandfathered
in at the 80% tuition reimbursement benefit level?

A: If you are currently enrolled or already pre-approved then you continue as
usual under the Quaker tuition reimbursement program.

Q: I'm considering taking a class in the springtime, will tuition reimbursement
be available?

A: The Quaker tuition reimbursement program remains in effect until further
notice. Any courses that are approved under the program will be honored and any
changes to the program, if any, would be made on a going forward basis and
would not be retroactive.

Severance

Q: What severance plan will apply and when?

A: For full-time salaried employees the provisions of the Compensation and
Benefits Protection Plan will take effect when Quaker shareholders approve the
merger and will remain in effect for 24 months following the merger date.
Please refer to your Severance Pay Plan Summary for


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further information. For hourly employees, all current provisions in place will
remain in effect for 12 months or per the provisions stated in the applicable
union contract.

Q: Is outplacement included in the severance plan?

A: Outplacement is a discretionary benefit, and Quaker will continue with its
past practice of providing all employees whose jobs are eliminated with some
form of transition assistance.

Q: Will I be given sufficient notice to exercise my stock options prior to a
job elimination?

A: We will provide at least 30 days' notice to option holders for 6 months
following the merger.

Q: For full-time salaried employees is the nine months severance set in stone
or can PepsiCo somehow negotiate it downwards?

A: PepsiCo is committed to providing all severance-related benefits under the
terms of the Employee Benefit Protection Plan.

Q: Are the severance benefits under the Compensation and Benefits Protection
Plan available for part-time employees.

A: No, part-time salaried employees are not eligible for severance benefits
under the Compensation and Benefits Protection Plan, however, they continue to
participate in the Severance Pay Plan.

Relocation

Q: What should be our communication to those employees who are planning to
relocate?

A: The provisions of the relocation plan remain in effect and employees should
proceed in the normal course. PepsiCo will honor all relocation provisions made
to employees under the Quaker program. Any future changes to the relocation
program would not be applied retroactively.

Q: Would an employee be obligated to pay back any portion of the relocation
benefit (lump sum or "open billings") if the employee's position was eliminated
before the employee made it to their 6 month or 1 year anniversary?

A: If a relocated employee loses his or her job, other than a voluntary
termination he/she would not be required to repay any portion of expenses
directly related to the relocation.

Paid Time Off

Q: What is PepsiCo's policy on holidays, floaters, sick days, etc. Will I still
get the same vacation days, holidays and personal days?

A: For now the Quaker policy will remain in force.


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